CIAT Charter
ROYAL CHARTER OF INCORPORATION, AND BYE-LAWS, FOR THE CHARTERED INSTITUTE OF ARCHITECTURAL TECHNOLOGISTS
ELIZABETH THE SECOND by the Grace of God of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith:
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!
WHEREAS an humble Petition has been presented unto Us by the Company incorporated in the year of our Lord One thousand nine hundred and seventy-five under the Companies Acts and known as "the British Institute of Architectural Technologists" (hereinafter called the "Company") praying for the grant of a Charter of Incorporation:
AND WHEREAS We have taken the said Petition into Our Royal Consideration and are minded to accede thereto:
NOW THEREFORE KNOW YE that We, by virtue of Our Prerogative Royal and of Our especial grace, certain knowledge and mere motion have willed and ordained and by these Presents for Us, Our Heirs and Successors do will and ordain as follows:
1. The persons who are now the members of the Company and all such persons as shall hereafter pursuant to this Our Charter and the Bye-laws become members of the Body Corporate hereby constituted and their successors, shall for ever hereafter be by virtue of these Presents one Body Corporate and Politic by the name of "the Chartered Institute of Architectural Technologists" (hereinafter referred to as the "Institute") and by the same name shall have perpetual succession and a Common Seal, with power to break, alter and make anew the said Seal from time to time at their will and pleasure and by the same name shall, and may, sue and be sued in all Courts, and in all manner of actions and suits and shall have power to do all other matters and things incidental or appertaining to a Body Corporate.
2. The objects of the Institute (hereinafter referred to as the "objects") shall be
(a) to promote, for the benefit of society, the science and practice of architectural technology;
(b) to facilitate the development and integration of technology into architecture and the wider construction industry to continually improve standards of service for the benefit of industry and of society;
(c) to uphold and advance the standards of education, competence, practice and conduct of members of the Institute thereby promoting the interests, standing and recognition of Chartered Members within the industry and the wider society.
3. In pursuance of the objects, but not further or otherwise, the Institute shall have the following powers:
(a) to conduct, encourage or promote the conduct of research to challenge and further the boundaries of the science and practice of Architectural Technology, to disseminate the useful results of such research, and to provide facilities for study, research and education;
(b) to prescribe standards of education, training and experience in architectural technology and to hold or cause to be held examinations and other tests, and to award or promote the award of certificates and diplomas: PROVIDED that no such certificate or diploma shall purport to be issued by or under government authority, or purport to be a national qualification, without the prior approval of, or accreditation by, the Department for Education and Skills and/or the appropriate devolved administration, or the appropriate regulatory body for qualifications;
(c) to institute, establish and promote educational and training courses, scholarships grants, awards and prizes;
(d) to establish and maintain libraries and collections, and provide public access to them, and to collect information whether or not on a basis restricted by agreement with the provider thereof;
(e) to hold conferences, meetings and seminars and other events and to promote the reading of learned papers;
(f) to encourage communication and discussion relating to the continual advancement of technical, educational and professional standards within the science and practice of Architectural Technology including, but not limited to, standards of professional conduct;
(g) to publish, produce and distribute or assist in the publication, production or distribution of films, recordings, and any form of written, printed or electronic communication and to advertise in any manner expedient for the objects;
(h) to encourage the undertaking of voluntary work in the interests of the Institute;
(i) to consult, or co-operate with any authority, institution or other body within Our United Kingdom or elsewhere;
(j) to establish, regulate and dissolve sub-divisions of the Institute in any part of the world;
(k) to acquire, construct, alter, equip, maintain or manage any building, lecture hall, library, or office and to acquire or dispose of any land for the purposes of the Institute, and to insure any building owned or occupied by the Institute against any eventuality or liability;
(l) to purchase, take on lease or licence, borrow, hire or otherwise acquire any real or personal property and, subject to such consents as may be required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Institute;
(m) to take over and acquire all the property and assets of the Company and to assume the obligations of the Company and to do all such acts and things as may be incidental thereto;
(n) to seek and accept (or disclaim) any gift, donation or legacy, property or other asset;
(o) to deal in any way with promissory notes, bills of exchange and other instruments of any kind, whether or not transferable, and to operate bank accounts in the name of the Institute;
(p) to carry on trade in furtherance of the objects or for purposes ancillary or incidental thereto;
(q) subject to such consents as may be required by law, to borrow money and to obtain any form of credit or finance, whether on the security of any or all of the property of the Institute, or without security;
(r) to appoint and delegate powers to investment managers, and to invest the funds of the Institute not immediately required for its purposes in such manner as may be prescribed by or under the Bye-laws;
(s) to accept and secure the discharge of obligations and liabilities;
(t) to make arrangements for the remuneration and other benefits of employees.
(u) to indemnify, and to provide indemnity insurance in respect of, any member or members of the Board for any liability which would otherwise attach to them for negligence, default or breach of trust or duty whist acting with the Boards authority; provided that such insurance shall not extend to any claim arising from any act or omission which the member or members knew to be a breach of trust or duty or which was committed in reckless disregard of whether it was a breach of trust or duty, nor to the costs of an unsuccessful defence to a criminal prosecution brought against members of the Board in their capacity as trustees;
(v) to undertake and carry out any charitable trusts or agencies;
(w) to procure that, subject to the laws of the country concerned, the Institute be registered or recognised in any part of the world;
(x) to establish and support, or aid in the establishment and support of, or become a member of any association or institution having objects similar to those of the Institute and to subscribe or guarantee money for purposes calculated to further its objects;
(y) to enter into, and to give effect to, agreements or arrangements of any kind with charitable or other institutions whose objects are not repugnant to this Our Charter whereby:
(i) activities shall be carried on in co-operation;
(ii) any such institution shall be or become incorporated in, federated or affiliated to, associated with or recognised for any purpose by the Institute, or the Institute shall become affiliated to, associated with or recognised for any purpose by, any such institution:
provided that no incorporation of the Institute in any other institution and no incorporation of any other institution (except the Company) in the Institute shall be effected without the approval of the Lords of Our Most Honourable Privy Council of which approval a Certificate under the hand of the Clerk of Our said Privy Council shall be conclusive evidence; and
(z) to do such other lawful acts and things (including the promotion of a Bill or Bills in Parliament), whether incidental to the powers aforesaid or not, as may be requisite in order to further the objects.
4. (a) The income and property of the Institute shall be applied solely towards the promotion of the objects as set forth in this Our Charter as amended or added to in the manner hereinafter provided and shall not be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to its members, provided that nothing herein contained shall prevent the payment in good faith by the Institute:
(i) of reasonable and proper remuneration to any member, officer or servant of the Institute in return for any services actually rendered to the Institute as prescribed by the Bye-laws and Regulations;
(ii) of interest at a rate not exceeding a reasonable and proper rate on money lent or reasonable and proper rent for premises demised or let by any member of the Institute;
(iii) of reasonable out of pocket expenses to any member of the Board or Council Forum;
(iv) of professional fees to any member of the Board or Council Forum or to any firm or body corporate in which such member is beneficially interested, for services rendered to the Institute when instructed by the Board to act in a professional capacity on behalf of the Institute; or remuneration to any member of the Board for services rendered to the Institute (including services rendered as such member)
PROVIDED that:
(a) such member shall not be present or take part in any discussion or decision relating to such fees or remuneration;
(b) any decision to pay fees to or to remunerate such member shall require a unanimous vote of the other members present and voting at the meeting at which the decision is made;
(c) the other members are satisfied that the level of fees or remuneration is proper and reasonable having regard to the services rendered;
(d) the other members are satisfied that the engagement of such member's services is expedient in the interests of the Institute having regard to his ability, qualifications and experience; and
(e) the number of such members for the time being in receipt of fees or remuneration from the Institute shall not exceed a minority of the members of the Board;
(v) of reasonable and proper premiums in respect of indemnity insurance effected in accordance with article 3(u) above.
5. In this Our Charter, unless the context otherwise requires, "members" means the members of the Institute to include Full, Technician, Associate, profile and students. "Members" means Full Members who may use the descriptor, Chartered Architectural Technologist. The Bye-laws shall specify the categories of membership of the Institute and shall regulate, or provide for the regulation of, all matters relating to the admission, rights and privileges, and discipline of members.
6. The first members of the Institute shall be:
(a) those subscribers to the Bye-Laws and Regulations who shall be Members;
(b) every person who at the Incorporation by Royal Charter of the British Institute of Architectural Technologists was a member of the British Institute of Architectural Technologists
7. There shall be a President, a President Elect (or Immediate Past President in alternate years) and such other Officers of the Institute as the Bye-laws may from time to time prescribe or authorise and they shall have such powers and duties and such periods of office and shall be appointed in such manner as may be prescribed by or in accordance with the Bye-laws.
8. (a) There shall be an Executive Board of the Institute (in this Our Charter referred to as the "Board") in which shall be vested the government and control of the Institute and its affairs, subject to the provisions of this Our Charter, the Bye-laws and the Regulations of the Institute.
(b) The first members of the Board shall be the persons whose names are set forth as such in the First Schedule to this Our Charter and they shall continue in office for such period or respective periods as shall be prescribed by or in accordance with the Bye-laws.
(c) The successors to the first members of the Board shall be such persons with such qualifications and shall be appointed in such manner and shall hold office for such period and on such terms generally as shall be prescribed by or in accordance with the Bye-laws.
(d) The business of the Board shall be conducted in such manner as shall be prescribed by or in accordance with the Bye-laws.
9. There shall be a Council Forum of the Institute constituted in accordance with, and having such powers and functions as may be specified in, the Bye-laws or Regulations made thereunder.
10. (a) The Bye-laws may, subject to the provisions of this Our Charter, govern such matters as the Institute may deem fit with respect to or for the government of the Institute and the promotion of the objects.
(b) The Bye-laws set out in the Second Schedule hereto shall be the first Bye-laws of the Institute.
11. The Members of the Institute, in accordance with Article 15 below by a Special Resolution in that behalf, may revoke, amend or add to the Bye-laws for the time being in force; but no such revocation, amendment or addition shall have effect until approved by the Lords of Our Most Honourable Privy Council of which approval a Certificate under the hand of the Clerk of Our said Privy Council shall be conclusive evidence.
12. The Bye-laws may direct that any matter which pursuant to this Our Charter may be prescribed or regulated in the Bye-laws may be further prescribed or regulated by Regulations; provided that any such further prescription or regulation shall not be repugnant to the provisions of this Our Charter or the Bye-laws. Regulations shall be made, and may be amended or repealed, by a resolution of the Board.
13. The Members may at any time revoke, amend or add to any of the provisions of this Our Charter by a Special Resolution, in accordance with Article 15, in that behalf and such revocation, amendment or addition shall when allowed by Us, Our Heirs or Successors in Council become effectual so that this Our Charter shall thenceforward continue and operate as revoked, amended or added to. This Article shall apply to this Our Charter as revoked, amended or added to in manner aforesaid.
14. The Members may at any time by a Special Resolution, in accordance with Article 15, determine to surrender this Our Charter subject to the sanction of Us, Our Heirs or Successors in Council and upon such terms as We or They may consider fit and wind up or otherwise deal with the affairs of the Institute in such manner as shall be determined by such Special Resolution or in default of such direction as the Board shall think expedient having due regard to the liabilities of the Institute for the time being, and if, on the winding up or the dissolution of the Institute, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members or any of them but shall, subject to any special trusts affecting the same, be given and transferred to some other body, whose constitution restricts the distribution of property to the same or greater extent as this Our Charter, to be determined by the Board at or before the time of dissolution.
15. For the purposes of this Our Charter a "Special Resolution" means a resolution passed at a General Meeting of the Members convened and held in accordance with the Bye-laws and Regulations and passed by not less than two-thirds of the Members present (personally or, if provided for in Regulations, by proxy) and eligible to vote at the Meeting.
16. In any case of conflict, the provisions of this Our Charter shall prevail over those of the Bye-laws and Regulations, and the provisions of the Bye-laws shall prevail over those of the Regulations.
17. Our Royal Will and Pleasure is that this Our Charter shall ever be construed benevolently and in every case most favourably to the Institute and the promotion of the objects.
IN WITNESS whereof We have caused these Our Letters to be made Patent.
WITNESS Ourself at Westminster the day of in the year of Our Reign.
BY WARRANT UNDER THE QUEEN'S SIGN MANUAL